Healthcare Employment Agreement (North Dakota)

HEALTHCARE EMPLOYMENT AGREEMENT

(North Dakota — Physician / Nurse Practitioner / Physician Assistant)

1. PARTIES AND EFFECTIVE DATE

This Healthcare Employment Agreement ("Agreement") is entered into as of [__/__/____] (the "Effective Date") by and between:

(a) [EMPLOYER NAME], a North Dakota [professional corporation / limited liability company / nonprofit hospital] with its principal place of business at [ADDRESS] ("Employer"); and

(b) [EMPLOYEE NAME, DEGREE/CREDENTIALS], an individual licensed by the [North Dakota Board of Medicine / North Dakota Board of Nursing / North Dakota Board of Medicine — PA Section] (License No. [__________]) ("Employee").

2. POSITION, DUTIES, AND SCOPE OF PRACTICE

2.1 Position. Employer engages Employee as a [Physician — Specialty / Nurse Practitioner / Physician Assistant].

2.2 Primary Site. Employee shall principally render Services at [PRIMARY LOCATION, ND] and such additional ND sites as Employer may reasonably designate.

2.3 Scope of Practice. Employee shall practice within the scope authorized by:

• ☐ N.D.C.C. ch. 43-17 (Medical Practice Act) — for physicians
• ☐ N.D.C.C. ch. 43-12.1 and Board of Nursing regulations — for advanced practice registered nurses
• ☐ N.D.C.C. ch. 43-17.5 — for physician assistants (delegated authority; collaboration agreement attached as Exhibit A if applicable)

2.4 Professional Judgment. Nothing herein interferes with Employee's independent professional judgment or the exercise of the duty of care owed to patients.

2.5 Duties. Employee shall (a) provide clinical care consistent with the applicable standard of care; (b) maintain accurate medical records; (c) comply with Employer's compliance, quality, peer review, and HIPAA programs; (d) participate in on-call rotation as scheduled; and (e) perform reasonable administrative duties.

3. LICENSURE AND CREDENTIALING

3.1 Employee shall, throughout the Term, maintain (a) an unrestricted North Dakota professional license; (b) current board certification (if applicable); (c) valid DEA registration; (d) ND controlled-substance registration; and (e) hospital and payer credentials reasonably required by Employer.

3.2 Employee shall immediately notify Employer in writing of any investigation, restriction, suspension, revocation, NPDB report, or malpractice claim involving any license, certification, or credential.

4. COMPENSATION AND BENEFITS

4.1 Base Salary. $[__________] per annum, payable per Employer's standard payroll practices.

4.2 Incentive / Productivity Compensation. Per Schedule B.

4.3 Benefits. Health, dental, retirement, and disability per Employer's plans on the same terms as similarly situated employees.

4.4 PTO & CME. Employee shall accrue ☐ PTO days/year and receive up to $[__________] in CME reimbursement plus ☐ CME leave days annually.

4.5 Signing Bonus / Relocation. [IF APPLICABLE] $[__________], subject to repayment terms in Schedule C.

5. TERM AND TERMINATION

5.1 Initial Term. [THREE] years from the Effective Date, with automatic [one-year] renewals unless either Party gives [90] days' written notice of non-renewal.

5.2 Termination Without Cause. Either Party may terminate on [90] days' written notice.

5.3 Termination for Cause. Cause includes:

☐ Material breach uncured after [30] days' written notice
☐ Loss, suspension, or restriction of license, DEA, or hospital privileges
☐ Exclusion or debarment from Medicare, Medicaid, or any federal/state healthcare program
☐ Conviction of a felony or crime involving moral turpitude
☐ Material violation of Employer's compliance program, anti-harassment, or substance-abuse policies
☐ Gross negligence or willful misconduct

5.4 Final Wages. Upon termination, Employer shall pay all earned wages, accrued PTO (per policy), and reimbursable expenses within the time required by N.D.C.C. § 34-14-03.

5.5 Patient Transition. Employee shall cooperate in the orderly transition of patient care consistent with the standards of the ND Board of Medicine governing patient abandonment.

6. RESTRICTIVE COVENANTS — NORTH DAKOTA LIMITATIONS

6.1 No Non-Compete. The Parties acknowledge that, under N.D.C.C. § 9-08-06, any contractual restraint on Employee's right to practice [Specialty] in North Dakota is void. Nothing in this Agreement shall be construed to restrict Employee's right to practice his or her profession in any geographic area following termination.

6.2 Confidentiality. Employee shall not, during or after employment, use or disclose Employer's Confidential Information (defined to include trade secrets under the ND Uniform Trade Secrets Act, N.D.C.C. ch. 47-25.1, HIPAA-protected information, and proprietary business information), except as authorized or required by law.

6.3 Patient and Employee Non-Solicitation (Narrow). For [twelve (12)] months after termination, Employee shall not knowingly use Employer's confidential patient lists or proprietary referral data to solicit Employer's patients or employees. This Section shall not (a) restrict Employee's right to practice, (b) prevent generalized advertising, (c) prevent a patient from voluntarily following Employee, or (d) restrict any activity protected by law.

6.4 Intellectual Property. Inventions and works conceived in the course of employment and relating to Employer's business are assigned to Employer.

6.5 No Fee-Splitting. Consistent with N.D.C.C. § 43-17-31, no compensation under this Agreement is paid in exchange for referrals or constitutes fee-splitting with an unlicensed person.

7. MALPRACTICE INSURANCE AND TAIL COVERAGE

7.1 Coverage. Employer shall maintain, at Employer's expense, professional liability insurance covering Employee with limits not less than $[1,000,000] per claim / $[3,000,000] aggregate.

7.2 Tail (Extended Reporting Period). If coverage is claims-made, [Employer / Employee — specify allocation] shall procure tail coverage upon termination with equivalent limits for not less than the applicable ND statute of limitations / repose period under N.D.C.C. § 28-01-18 and § 28-01-25.

7.3 Cooperation. Employee shall cooperate with the insurer in investigation and defense of any claim.

8. INDEMNIFICATION AND RISK ALLOCATION

8.1 Employee shall indemnify Employer for Losses arising from Employee's gross negligence, willful misconduct, or acts outside the scope of employment.

8.2 Employer shall indemnify Employee for Losses arising from Employer's operations or third-party acts not attributable to Employee.

9. COMPLIANCE WITH LAW

Employee shall comply with all Applicable Law including the Stark Law, Anti-Kickback Statute, federal and ND False Claims Acts, HIPAA/HITECH, EMTALA (where applicable), N.D.C.C. ch. 43-17, and Employer's compliance program.

10. DISPUTE RESOLUTION

10.1 Governing Law. This Agreement is governed by the laws of the State of North Dakota, without regard to conflict-of-laws principles. Any attempt to apply the law of another state to circumvent N.D.C.C. § 9-08-06 is void as against ND public policy.

10.2 Forum. Exclusive venue lies in the state district courts of [__________] County, North Dakota.

10.3 Optional Arbitration. [IF ELECTED] Disputes shall be resolved by binding arbitration administered by the AAA under its Employment Arbitration Rules, seated in [CITY], North Dakota, consistent with N.D.C.C. ch. 32-29.3 (Revised Uniform Arbitration Act).

10.4 Injunctive Relief. Either Party may seek injunctive relief in court to enforce Sections 6.2 and 6.3, subject to the limitations of N.D.C.C. § 9-08-06.

11. GENERAL PROVISIONS

11.1 Amendments. Only in writing signed by both Parties.

11.2 Assignment. Employee may not assign. Employer may assign to a successor by merger or sale of substantially all assets that assumes Employer's obligations in writing.

11.3 Severability and Reformation. If any provision is void under N.D.C.C. § 9-08-06 or otherwise, the remainder remains enforceable. The Parties acknowledge that ND courts will not "blue-pencil" or reform void restraints; void provisions are stricken in their entirety.

11.4 Entire Agreement. This Agreement, with Schedules and Exhibits, is the entire agreement and supersedes prior writings.

11.5 Counterparts; E-Signature. Counterparts and electronic signatures are valid under N.D.C.C. ch. 9-16 (Uniform Electronic Transactions Act).

11.6 Notices. Written notice by personal delivery, overnight courier, or certified mail to the addresses below.

12. EXECUTION

13. SCHEDULES AND EXHIBITS

• Exhibit A — PA Collaboration / NP Practice Agreement (if applicable)
• Schedule B — Productivity / Quality Incentive Plan (Stark-compliant)
• Schedule C — Signing Bonus / Relocation Repayment Terms
• Exhibit D — Acknowledgment of Compliance Program

SOURCES AND REFERENCES

• N.D.C.C. § 9-08-06 (general voiding of restraints on profession)
• N.D.C.C. §§ 9-08-06.1, 9-08-06.2 (limited exceptions)
• N.D.C.C. ch. 43-17 (Medical Practice Act); § 43-17-31 (unprofessional conduct / fee-splitting)
• N.D.C.C. ch. 43-12.1 (Nurse Practices Act); ch. 43-17.5 (Physician Assistants)
• N.D.C.C. ch. 47-25.1 (Uniform Trade Secrets Act)
• N.D.C.C. § 34-14-03 (final wages)
• Osborne v. Brown & Saenger, Inc., 2017 ND 288 (ND Supreme Court — choice-of-law clauses cannot evade § 9-08-06)
• 42 U.S.C. § 1395nn (Stark); 42 U.S.C. § 1320a-7b(b) (Anti-Kickback)